01-7072. Issuer Delisting; Notice of Application to Withdraw from Listing and Registration; (Digital Lava Inc., Common Stock, $.001 Par Value) File No. 1-14831

March 16, 2001.

Digital Lava Inc., a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”)^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.001 par value (“Security”), from listing and registration on the American Stock Exchange (“Amex”).

In its Current Report on Form 8-K with the Commission as of October 10, 2000, the Issuer announced that trading in the Security was scheduled to begin on the SmallCap Market of the Nasdaq Stock Market (“Nasdaq SmallCap”), and to cease concurrently on the Amex, at the opening of business on Thursday, October 12, 2000. the Issuer has stated that it hopes to increase its visibility to investors by having the Security quoted on the Nasdaq SmallCap and that its resultant alignment with other mainstream technology companies trading on the Nasdaq Stock Market may provide a superior base for capital formation.

The Issuer has stated in its application that it has complied with the rules of the Amex governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the Amex and from registration under section 12(b) of the Act ^[3] and shall affect neither its approval for quotation on the Nasdaq SmallCap nor its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before April 6, 2001, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).